UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~September 236, 2011 ~~(March 14, 2011)~~

HUIHENG MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-132056		20-4078899
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nevada

(State or Other Jurisdiction of

Incorporation)

333-132056

(Commission File Number)

20-4078899

(IRS Employer

Identification No.)


Huiheng Building, Gaoxin 7 Street South, Keyuannan Road, Nanshan District, Shenzhen Guangdong, P.R. China 518057 (Address of Principal Executive Offices)		N/A (Zip Code)

86-755-25331511

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 —- Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

~~Transfer~~On ~~Agreements~~September ~~with~~6, ~~Shenzhen~~2011, ~~Jiancheng~~Allied ~~Investment~~Moral CoHoldings (“Allied Moral”), a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Huiheng Medical, Inc. (“Huiheng”), ~~Ltd~~entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Intact Medical Corporation, a Delaware corporation (“Intact”), and BMG Diamond Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“BMG”) (collectively, the “Parties”).

OnPursuant ~~March~~to ~~14,~~the ~~2011~~Joint Venture Agreement, athe ~~subsidiary~~Parties ofagreed ~~Huiheng~~to ~~Medical~~establish ~~Inc.~~a new company, ~~Tibet~~H ~~Changdu~~& ~~Huiheng~~I ~~Development~~Medical ~~Co.,~~China ~~Ltd.~~Limited (“NewCo”) under the ~~Company,”~~laws ~~“we~~of the British Virgin Islands,” ~~“us~~to develop,” ~~“our”)~~manufacture, ~~entered~~and ~~into~~sell ~~four~~the ~~separate~~Intact ~~Transfer~~Breast ~~Agreements~~Lesion Excision System (the “Product”) primarily in ~~substantially~~China. Under the ~~form~~Joint asVenture isAgreement, ~~filed~~Allied ~~herewith~~Moral asagreed ~~Exhibit~~to ~~10.1~~contribute ~~with~~$650 ~~Shenzhen~~for ~~Jiancheng~~a ~~Investment~~65% ~~Co.,~~interest ~~Ltd.~~in NewCo, anbased ~~entity~~on ~~organized~~the ~~under~~following ~~the~~initial ~~laws~~capitalization of ~~China~~NewCo: (~~“Jiancheng”~~i)~~. Jiancheng~~ is2,000 ~~one~~shares of ~~the~~voting ~~Company’s~~Common ~~largest~~Stock ~~hospital~~authorized, ~~equipment~~650 ~~financing~~of ~~companies.~~which ~~Prior~~ to ~~the~~be ~~execution~~held ofby the ~~Transfer~~Allied ~~Equipment~~Moral, ~~Jiancheng~~300 ~~owed~~by usIntact, ~~approximately~~and ~~$17~~50 ~~million~~by ~~(RMB~~BMG; ~~110,720,000~~(ii) ~~in accounts~~ ~~receivable. Under~~300 ~~the~~shares ~~terms~~ of ~~the~~non-voting ~~Transfer~~Series ~~Agreements,~~A ~~the~~Preferred ~~Company purchased~~Stock ~~for~~authorized, ~~approximately~~all ~~$8.25~~of ~~million~~which ~~(RMB~~to ~~54,000,000) (“Purchase~~be ~~Price”) medical~~held ~~equipment,~~by ~~specificially~~Intact; ~~medical~~and ~~accelerator~~(iii) ~~systems located~~700 atshares ~~four~~of ~~different~~non-voting ~~medical~~Series ~~centers~~B ~~that~~Preferred itStock ~~had~~authorized, ~~previously~~650 ~~sold~~of which to ~~Jiancheng~~be (held by the ~~“Equipment”)~~ Intact and ~~acquired~~50 ~~certain~~of ~~operating~~which ~~rights for~~to ~~which~~be ~~Jiancheng~~held ~~owns~~by in BMG. In addition, the ~~medical~~Parties ~~centers~~agreed ~~which~~that ~~gives~~all ~~the~~shares ~~Company~~of ~~the~~NewCo ~~right~~ will be subject to ~~share~~certain intransfer ~~net~~restriction ~~income~~requiring ~~derived~~each ~~from~~stockholder to offer to sell its shares to the ~~radiotherapy~~non-selling ~~services~~stockholders ~~provided~~first bybefore ~~each~~selling ~~medical~~to ~~center.~~a ~~The~~third ~~Transfer~~party ~~Agreements~~in ~~closed~~accordance onto ~~March~~the ~~30,~~procedure ~~2011.~~agreed upon in the Joint Venture Agreement.

~~The~~Under ~~consideration~~the ofJoint Venture Agreement, the ~~acquisition~~Parties ofalso agreed that the ~~medical~~Series ~~equipment~~A ~~and~~Preferred ~~operating~~Stock ~~rights~~(“Series ~~were~~A”) ~~approximately~~and ~~$8.25~~Series ~~million~~B Preferred Stock (~~RMB~~“Series ~~54,000,000~~B”) ~~and~~of ~~settled~~NewCo bywill ~~offsetting~~have certain preferential distribution rights. Beginning in the ~~accounts~~second ~~receivable~~year ~~from~~following ~~Jiancheng. The~~the ~~cost~~approval of ~~medical~~the ~~accelerator~~Product ~~systems~~by ~~and~~the ~~operating~~China ~~rights~~State ~~were~~Food ~~based~~and onDrug Administration (the ~~fair~~“SFDA”), ~~value~~the ~~estimated~~Series byA anStockholders ~~independent~~will ~~appraisal~~be ~~firm~~entitled ~~which~~to ~~amounted~~annual preference distributions for three years in the ~~aggregate~~amounts of $111,~~277~~100,~~310~~000, $2,250,000; and $3,250,000. Over that same period, and after the Series A Stockholders have received their preference distributions, Series B Stockholders will be entitled to annual preference distributions of $2,566,667, $5,250,000, and $7,583,333. All of the preference distributions to both the Series A and Series B Stockholders will be less any proportional taxes accrued.

AtFurthermore, the ~~completion~~Parties ofagreed ~~acquisition~~that: ~~during~~(1) ~~the~~NewCo ~~period~~will have three directors, ~~the~~of ~~medical~~which ~~accelerator~~two ~~systems~~(2) are ~~recognized~~to asbe ~~medical~~appointed ~~radiotherapy~~by ~~equipment~~Huiheng ~~under~~and ~~property~~one (1) by Intact , ~~plant~~(2) ~~and~~an ~~equipment~~approval ~~category. The~~vote ~~assets~~of ~~were~~more ~~recorded~~than atseventy-five ~~fair~~percent ~~value~~(75%) ~~which~~will ~~amounted~~be required on certain matters relating to ~~$650,238~~NewCo; and ~~depreciated~~(3) ~~with~~Huiheng ~~straight-lined~~will ~~method~~make ~~over~~an ~~the~~unsecured, ~~estimated~~non-interest ~~useful~~bearing ~~life~~loan ~~ranging~~of ~~from~~$150,000 ~~seven~~to Intact, which is to ~~ten~~be ~~years~~repaid out of Intact’s distributions from NewCo.

~~The~~In ~~operating~~connection ~~rights~~with ~~were~~the ~~recognized~~Joint asVenture ~~intangible~~Agreement, ~~assets~~it inis ~~the~~anticipated ~~amount~~that ofIntact ~~$10~~and NewCo will enter into a License,~~627~~ Supply,~~072~~ Marketing, and ~~amortized~~Distribution onAgreement ~~straight-line~~pursuant ~~basis~~to ~~over~~which ~~the~~Intact ~~contractual~~will ~~period~~grant ~~from~~NewCo ~~seven~~an exclusive license allowing NewCo to ~~ten~~develop, ~~years~~manufacture, and sell the Product in China.

AsExcept aas ~~result~~otherwise ofdescribed in this ~~acquisition~~Item of1.01 ~~assets,~~there ~~the~~is ~~Company~~no ~~has~~material ~~recognized~~relationship abetween ~~gain on the acquisition amounting to $3~~Huiheng,~~019,137~~ ~~representing~~Intact ~~the~~and ~~difference~~BMG ~~between~~or ~~the fair value of assets acquired versus the amount of accounts receivable offset~~Intact.

~~Acquisition~~The ~~information~~foregoing ~~which~~description ~~translated~~of atthe ~~closing~~Joint ~~rate~~Venture ofAgreement ~~March~~is ~~31,~~not ~~2011~~complete and is ~~presented~~qualified in its entirety by reference to such agreement, as ~~follows:~~filed hereto as Exhibit 10.1.

Medical Center	Purchase Price (US Dollars)
Dali 60 Military Hospital of China	$	2,290,671
Liaocheng Hospital of Traditional Chinese Medicine	$	1,374,403
Heze Huici Hospital	$	2,748,805
Lianyungang Shengan Hospital	$	1,832,537

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~~The~~Section ~~parties~~9 ~~agreed~~- ~~that,~~Financial ~~instead~~Statements ofand ~~paying the Purchase Price in cash, the Company would offset Jiancheng’s accounts receivable in an amount equal to the Purchase Price.~~Exhibits

Please see Form 10-Q for the quarter ended March 31, 2011 for more detailed information.

Agreement for Debts Settlement with Shenzhen Jiancheng Investment Co., Ltd.

To memorialize the offset of the Purchase Price against the accounts receivable owed by Jiancheng to the Company, the Company entered into an Agreement for Debts Settlement with Jiancheng. Such Agreement provides that, pursuant to the Transfer Agreements, the Company would purchase the Equipment from Jiancheng and, in consideration for such purchase, would reduce Jiancheng’s accounts receivable by the Purchase Price.

The foregoing descriptions are qualified in their entirety by reference to the form of Transfer Agreements and the Agreement for Debts Settlement filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

As disclosed under Item 1.01, the Company entered into four separate Transfer Agreements whereby the Company re-purchased the Equipment and certain operating rights in consideration for reducing the accounts receivable owed by Jiancheng by the Purchase Price. The description of the Equipment is contained in Item 1.01, which is fully incorporated herein by this reference.

The foregoing description is qualified in its entirety by reference to the form of Transfer Agreements and the Agreement for Debts Settlement filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Exhibit Description
10.1		~~Form~~Joint ofVenture ~~Transfer~~ Agreement dated September 6, 2011*
10.2		Agreement for Debts Settlement

* Application has been made to the Securities and Exchange Commission (the “Commission”) to seek confidential treatment of certain portions of Exhibit 10.1 under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Omitted material for which confidential treatment has been requested has been filed separately with the Commission.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HUIHENG MEDICAL, INC.,
	a Nevada corporation
Date: June 23, 2011	By:	/s/ Richard Shen
		Richard Shen
		Chief Financial Officer

HUIHENG MEDICAL, INC.,

a Nevada corporation

Dated: September 8, 2011

By: /s/ Richard Shen

Richard Shen

Chief Financial Officer

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